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to preclude WSDOT from also pursuing all available remedies against CONTRACTOR and its
<br />sureties for said breach or default.
<br />D. In the event that WSDOT elects to waive its remedies for any breach by CONTRACTOR of
<br />any covenant, term or condition of this AGREEMENT, such waiver by WSDOT shall not limit
<br />WSDOT's remedies for any succeeding breach of that or of any other term, covenant, or condition
<br />of this AGREEMENT.
<br />E. If this AGREEMENT is terminated, whether for convenience or for default, before the
<br />specified end date set forth in the caption header, "Term of Agreement", WSDOT and the
<br />CONTRACTOR shall execute an amendment to this AGREEMENT identifying the termination date
<br />and the reason for termination.
<br />Section 22
<br />Forbearance by WSDOT Not a Waiver
<br />Any forbearance by WSDOT in exercising any right or remedy hereunder, or otherwise afforded by
<br />applicable law, shall not be a waiver of or preclude the exercise of any such right or remedy.
<br />Section 23
<br />Lack of Waiver
<br />In no event shall any WSDOT payment of grant funds to the CONTRACTOR constitute or be
<br />construed as a waiver by WSDOT of any CONTRACTOR breach, or default. Such payment shall
<br />in no way impair or prejudice any right or remedy available to WSDOT with respect to any breach
<br />or default.
<br />Section 24
<br />Limitation of Liability
<br />A. The CONTRACTOR shall indemnify, defend, and hold harmless WSDOT, its agents,
<br />employees, and officers and process and defend at its own expense any and all claims, demands,
<br />suits at law or equity, actions, penalties, losses, damages, or costs (hereinafter referred to
<br />collectively as "claims"), of whatsoever kind or nature brought against WSDOT arising out of, in
<br />connection with or incident to the execution of this AGREEMENT and/or the CONTRACTOR's
<br />performance or failure to perform any aspect of this AGREEMENT. This indemnity and defense
<br />provision applies to all claims against WSDOT, its agents, employees and officers arising out of, in
<br />connection with or incident to the negligent acts or omissions of the CONTRACTOR, its agents,
<br />employees, officers and subcontractors of any tier. Provided, however, that nothing herein shall
<br />require the CONTRACTOR to indemnify, defend, and hold harmless or defend WSDOT, its agents,
<br />employees or officers to the extent that claims are caused by the sole negligent acts or omissions
<br />of WSDOT, its agents, employees or officers; and provided further that if such claims result from
<br />the concurrent negligence of (a) the CONTRACTOR its employees, agents, officers or contractors
<br />and (b) the STATE, its employees or authorized agents, or involves those actions covered by RCW
<br />4.24.115, the indemnity and defense provisions provided herein shall be valid and enforceable only
<br />to the extent of the negligence of the PARTY, its employees, officers, authorized agents, and/or
<br />contractors. The indemnification and hold harmless provision shall survive termination of this
<br />AGREEMENT.
<br />B. The CONTRACTOR shall be deemed an independent contractor for all purposes, and the
<br />employees of the CONTRACTOR or its subcontractors and the employees thereof, shall not in any
<br />manner be deemed to be the employees of WSDOT.
<br />C. The CONTRACTOR agrees that its obligations under this AGREEMENT extend to any
<br />claim, demand, and/or cause of action by, or on behalf of its employees or agents while performing
<br />under this AGREEMENT. For this purpose, the CONTRACTOR, by MUTUAL NEGOTIATION,
<br />Everett Transit
<br />PTD0554
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